[Form 4] KOHLS Corp Insider Trading Activity

Rhea-AI Filing Summary

Raymond Christie, Sr. EVP & Chief Marketing Officer of Kohl's Corporation (KSS), reported changes in beneficial ownership on 09/24/2025. Two entries show: issuance of 129 shares as dividend equivalents on vested restricted stock units, bringing his direct holdings to 226,518 shares, and a disposition of 42 shares to satisfy tax withholding at a price of $17.28, leaving 226,476 shares beneficially owned. The filing notes that his position includes 140,165 unvested restricted stock units. The Form 4 was signed by Megan E. Glise, P.O.A., on 09/26/2025.

Positive

• Significant unvested RSU balance: The filing explicitly reports 140,165 unvested restricted stock units, indicating continued compensation alignment with future performance.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting of RSU dividend equivalents and tax-withholding disposition; no material sale beyond withholding.

The Form 4 shows standard equity compensation mechanics: dividend-equivalent shares issued on vested restricted stock units and a corresponding small disposition to satisfy tax withholding. The reported amounts are modest relative to typical executive holdings and management-level awards. The disclosure that 140,165 units remain unvested signals ongoing retention via long-term compensation rather than a material change in control or ownership concentration.

Compensation Analyst

TL;DR: Transaction reflects compensation settlement and routine tax withholding; reinforces ongoing vesting schedule.

The entries—129 shares issued and 42 shares withheld at $17.28—are consistent with issuance of dividend equivalents on RSUs and tax-satisfaction mechanics under the company’s long-term compensation plan. The large count of unvested RSUs (140,165) suggests meaningful future equity that remains subject to vesting terms, aligning executive incentives with shareholder outcomes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Raymond Christie

(Last) (First) (Middle)

N56 W17000 RIDGEWOOD DRIVE

(Street)

MENOMONEE FALLS WI 53051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP & Chief Marketing Off.

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/24/2025		A		129	A	(1)	226,518	D
Common Stock	09/24/2025		F		42(2)	D	$17.28	226,476(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units.

2. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan.

3. Includes 140,165 unvested restricted stock units.

	By Megan E. Glise, P.O.A.	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did KSS insider Raymond Christie report on 09/24/2025?

He reported an issuance of 129 shares as dividend equivalents on vested RSUs and a disposition of 42 shares to satisfy tax withholding at $17.28.

How many shares does Raymond Christie beneficially own after the reported transactions?

The filings show beneficial ownership of 226,476 shares following the tax-withholding disposition.

How many unvested restricted stock units does Raymond Christie have?

The Form 4 states he has 140,165 unvested restricted stock units.

Who signed the Form 4 filing for Raymond Christie and when?

The Form 4 was signed by Megan E. Glise, P.O.A. on 09/26/2025.

What was the price used for the tax-withholding disposition?

The disposition to satisfy tax withholding was executed at a price of $17.28 per share.